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Exhibit 10.1
AMENDMENT NO. 2
TO
EXECUTIVE STOCKHOLDERS AGREEMENT
January 26, 2007
WHEREAS, Samsonite Corporation (the "Company") has previously
entered into the Executive Stockholders Agreement (as amended, the
"Agreement"), dated as of September 25, 2003, and amended as of
March 17, 2005, by and among the Company, ACOF Management, L.P.,
Bain Capital (Europe) LLC, Ontario Teachers’ Pension Plan
Board and each of the persons listed on Schedule I to this
Amendment No. 2 (the "Executives");
WHEREAS, the parties to the Agreement desire to make certain
amendments to the Agreement as further set forth herein;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1.
Section 5(a) of the Agreement is amended in its
entirety to read as follows:
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5.
Put Option.
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(a)
Election . In the event that an
Executive is no longer employed by the Company or any of its
Subsidiaries and such Executive was a Good Leaver, such Executive
and/or his Permitted Transferees may elect during the period
beginning on the third anniversary of his Termination Date and
ending 30 days later to give notice to the Company (a " Put
Notice "), subject to the Limitations, of his election to sell to
the Company (and, subject to the Limitations, the Company shall be
required to purchase) all of such Executive’s and his
Permitted Transferee’s (i) New Preferred Shares held as of
the date of the Put Notice that Executive originally acquired from
Canadian Imperial Holdings, Inc. and (ii) shares of Common Stock
issued upon conversion of New Preferred Shares originally acquired
by such Executive from Canadian Imperial Holdings, Inc. (such
shares, collectively, the " Put Shares ") pursuant to the
terms and conditions set forth in this Section 5 (the " Put
Option "). Upon receipt of a Put Notice, unless the
Limitations shall apply, the Company shall within 120 days purchase
the Pu
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